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<br /> connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct by
<br /> Service Provider (or its employees, agents, representatives or subcontractors/subconsultants)
<br /> relating to this Agreement, whether such Claims sound in contract, tort, or any other legal theory.
<br /> The Service Provider is obligated to defend and indemnify the City pursuant to this Section 10
<br /> whether a Claim is asserted directly against the City, or whether it is asserted indirectly against
<br /> the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity
<br /> from the City. The Service Provider's duty to defend and indemnify pursuant to this Section 10 is
<br /> not in any way limited to, or by the extent of, insurance obtained by, obtainable by, or required of
<br /> the Service Provider. The Service Provider shall not indemnify the City for Claims caused solely
<br /> by the negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) the
<br /> bodily injury or damage to property for which the Service Provider is to indemnify the City is
<br /> caused by or results from the concurrent negligence of(a) the Service Provider, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then the Service Provider's duty to
<br /> indemnify shall be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely
<br /> and expressly for the purpose of its duties to indemnify and defend the City, the Service Provider
<br /> specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51
<br /> RCW. The Service Provider recognizes that this waiver of immunity under Title 51 RCW was
<br /> specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br /> mutual negotiation. As used in this Section 10: (1) "City" includes the City, the City's officers,
<br /> employees, agents, and representatives and (2) "Claims" include, but is not limited to, any and all
<br /> losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorney's fees
<br /> and litigation expenses), suits,judgments, or damages, irrespective of the type of relief sought or
<br /> demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is
<br /> bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br /> damages. If, and to the extent, Service Provider employs or engages subconsultants or
<br /> subcontractors, then Service Provider shall ensure that each such subconsultant and subcontractor
<br /> (and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend and
<br /> indemnify the City to the extent and on the same terms and conditions as the Service Provider
<br /> pursuant to this Section 10.
<br /> 11. Insurance.
<br /> A. Service Provider shall comply with the following conditions and procure and keep in
<br /> force during the term of this Agreement, at Service Provider's own cost and expense, the
<br /> following policies of insurance with companies authorized to do business in the State of
<br /> Washington, which are rated at least "A" or better and with a numerical rating of no less than
<br /> seven (7), by A.M. Best Company and which are acceptable to the City.
<br /> 1. Workers' Compensation Insurance as required by Washington law and Employer's
<br /> Liability Insurance with limits not less than $1,000,000 per occurrence. If the City
<br /> authorizes sublet work, the Service Provider shall require each subcontractor to provide
<br /> Workers' Compensation Insurance for its employees, unless the Service Provider covers
<br /> such employees.
<br /> 2. Commercial General Liability Insurance on an occurrence basis in an amount not
<br /> less than $1,000,000 per occurrence and at least $2,000,000 in the annual aggregate,
<br /> Page 4
<br /> (Form Approved by City Attorney's Office January 7,2010)
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